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Resilient Resources Ltd. and Guardian Exploration Inc. Jointly Announce Guardian Financing and Acquisition Updates, Exchange Ratios for Merger and Exchange Listing Update
Resilient Resources Ltd. and Guardian Exploration Inc. Jointly Announce Guardian Financing and Acquisition Updates, Exchange Ratios for Merger and Exchange Listing Update.
About this update from Sucro Limited
[{"type":"text","content":"\n\n\n\n\nCALGARY, April 13 /CNW/ - Resilient Resources Ltd. (\"Resilient\")\n(TSX:RRL) and Guardian Exploration Inc. (\"Guardian\") announced today that\nGuardian completed its previously announced equity financing (the \"Guardian\nPrivate Placement\"), issuing 5,333,333 flow-through shares at a price of $0.75\nper flow-through share and 1,480,000 common shares at a price of $0.65 per\ncommon share for net proceeds of $4,495,685. With the net proceeds from the\nGuardian Private Placement, Guardian completed its previously announced\nacquisition (the \"Acquisition\") of a working interest in northeast B.C. gas\nassets in one of Guardian's core areas for $4,000,000. The Acquisition added\napproximately 2.8 Bcf of proved plus probable reserves to Guardian's\nproperties (based on forecast pricing of McDaniel & Associates Consultants\nLtd. (\"McDaniel\") and discounted at 10%) and McDaniel assigned approximately\n$12.3 million to the net present value of future net revenues from the assets\nacquired under the Acquisition, both effective as of September 1, 2005. The\ncompletion of the Guardian Private Placement and the Acquisition were both\nconditions precedent to the completion of the amalgamation (the\n\"Amalgamation\") between Resilient and Guardian.\nIn order for the amalgamated company to have sufficient working capital,\nGuardian entered into a letter agreement with a third party (the \"Lender\"),\nsubject to the Lender's final due diligence, for a convertible debenture\nfinancing (the \"Debenture Financing\"). Under the Debenture Financing, Guardian\nwill issue to the Lender a secured convertible debenture (the \"Debenture\") in\nthe principal amount of $4,500,000. The Debenture will mature 18 months from\nissuance, bear interest at a rate of 7% per annum (increasing to 10% per annum\nif the principal amount has not been re-paid within one year of its issuance\nand increasing to 14% per annum during an event of default) and be convertible\ninto shares at a conversion price of $0.75 per Guardian common share. The\nLender will also receive in connection with the Debenture Financing, 650,000\nGuardian common shares as a finance fee and warrants to acquire 1,600,000\nGuardian common shares at an exercise price of $0.75 per Guardian common share\nwith an expiry date of 42 months from issuance. Under the Debenture Financing,\nu...